TORONTO, Oct. 19 /CNW/ - Mooncor Oil and Gas Corp. ("Mooncor (DVD)")
(formerly DVD Investments Limited) is pleased to announce that it has received
final approval of the TSX Venture Exchange (the "Exchange") to complete its
previously announced reverse take-over transaction (the "Transaction") with
Mooncor Energy Inc. ("Mooncor Energy"), a private oil and gas company, and
concurrent private placement of $4,057,801 (the "Financing"). Pursuant to the
Transaction Mooncor Energy is now a wholly owned subsidiary of Mooncor (DVD).
In connection with the Transaction Mooncor (DVD) changed its name from "DVD
Investments Limited" to "Mooncor Oil and Gas Corp.".
The common shares of Mooncor (DVD) will commence trading on the Exchange
under the symbol "MOO" at the opening of trading on October 22, 2007 at which
time the shares of Mooncor (DVD) will be delisted from the NEX.
Pro Forma Capitalization
Mooncor (DVD) issued an aggregate of 48,215,942 shares to the Mooncor
Energy shareholders and an aggregate of 4,054,335 shares to purchasers in
connection with the Financing. Pursuant to the Transaction all Mooncor Energy
options and warrants were exchanged for options and warrants in Mooncor (DVD).
Accordingly, 2,550,000 options were issued to Mooncor Energy option holders,
and 17,765,423 warrants were issued to Mooncor Energy warrant holders. Upon
closing of the Transaction and pursuant to Mooncor (DVD)'s Filing Statement,
the board of directors approved the grant of 250,000 stock options to each of
Ron Bourgeois and Darrell Brown at an exercise price of $0.50 per share
expiring on September 28, 2012.
Following the completion of the Transaction and Financing, 57,061,150
shares are outstanding and 29,714,676 are reserved for issuance. The former
Mooncor Energy shareholders own approximately 84.49% of the shares of Mooncor
(DVD), while former Mooncor (DVD) shareholders and purchasers under the
Financing hold approximately 15.51% of the shares. At the closing of the
Transaction 8,163,750 of the shares issued to Mooncor Energy shareholders are
subject to six year escrow with releases of 5% every six months.
The Transaction was negotiated on an arm's-length basis and involves
arm's-length parties other than Barry M.Polisuk who was the Corporate
Secretary of both Mooncor (DVD) and Mooncor Energy.
As previously disclosed, concurrently with the closing of the
Transaction, Mooncor (DVD) completed the Financing raising gross proceeds of
$4,057,801 through the issuance of non flow-through units at a subscription
price of $0.50 per unit, flow-through units at a subscription price of $0.60
per unit, and of a 30 month convertible 10% subordinated secured debenture.
The securities issued are subject to a 4-month hold period expiring January
29, 2007. The compensation payable to First Canadian Capital Markets Ltd.
(disclosed in a press release dated October 16, 2007), a non-arm's length
party to Mooncor (DVD), has been approved by disinterested shareholders of
Mooncor (DVD) prior to the Transaction and the Exchange.
The net proceeds of the Financing will be employed by Mooncor (DVD) (i)
to fund Mooncor (DVD)'s drilling program at each of its Woodbend, Lonestar,
Crossfield projects in Alberta and Mooncor (DVD)'s Whitehill Lakes and Foam
Lake projects in Saskatchewan, (ii) to acquire additional lands in new project
areas, and (iii) for general operating expenses.
Management of Mooncor Oil and Gas Corp.
The board of directors of Mooncor (DVD) has accepted the resignations of
Daniel S. Boase, Jason Monaco, Ross Smyth from the board. Messrs. Richard
Cohen, Ron Bourgeois, Barry M. Polisuk and John Loh have joined the board of
directors, filling the vacancies created by such resignations. Following
completion of the Transaction, the management of Mooncor (DVD) shall consist
of the following individuals:
Ron Bourgeois (Chief Executive Officer and Director)
Mr. Bourgeois holds a B. Comm. (Hons.) from the University of Manitoba
and he has been a chartered accountant since 1976. From 2002 until December
31, 2006 he was the Chief Financial Officer and Secretary of Tyner Resources
Ltd. (TIP:TSVX) an energy company. Mr. Bourgeois has over 25 years of
progressively increasing responsibility and expertise in the energy sector. In
2001 he founded, Petrodyne Canada Inc., a research company applying organic
ligands to the extraction of nitrogen from raw natural gas, and he served as
President until 2004. From 2002 to 2004 he was an executive and founder of
U.S. Geothermal Inc. (GTH:TSVX) which is developing a 200 MW resource in
Southern Idaho for environmentally clean electricity generation from
geothermal energy. From 1973 to 1999 Mr. Bourgeois served as an executive in
several different energy and capital venture firms.
Darrell Brown (Chief Operating Officer)
Mr. Brown holds a B.Sc. in Mathematics from Memorial University and a
B.Sc. in Civil Engineering from the University of Waterloo. Mr. Brown is a
professional engineer with over twenty years of exploration, development and
production experience in the western Canadian sedimentary basin, including
management of all activities related to drilling, completion, marketing, joint
venture agreements, environmental and labour compliance, capital management,
etc. He was Managing Director of Drilcorp Energy Ltd. during its
reorganization, Vice President of Production and Operations of Lightning
Energy and managed the Rimbey Corridor Business Unit for Keyspan Energy
(Keyera Income Trust).
Paul Duffy (Chief Financial Officer)
Mr. Duffy holds a B.Comm from the University of Toronto and is a
Certified Management Accountant. Mr. Duffy is the President and Chief
Financial Officer of Firstaff Health Care Services Inc., an Ontario provider
of individual, corporate and institutional healthcare programs. From 1999 to
2005 he was a Senior Vice-President of CIBC, acting as the Chief Financial
Officer and Chief Administrative Officer for twelve businesses making up the
wealth management group. Prior to joining CIBC Mr. Duffy was a partner in the
consulting firm Smith & Duffy. He is a director of several private companies.
Richard Cohen (Vice-President (Corporate Development) and Director)
Mr. Cohen has worked in the oil patch since 1990 and has worked as a
consultant to numerous junior and microcap oil and gas companies. He was a
founder of Beaver Lake Energy Inc. in 1993 and in 2004 formed Richards Oil &
Gas Limited (RIX:TSVX) which specializes in coal bed methane exploration,
exploitation and development. He was responsible for corporate communications
and for arranging the financings for Richards Oil & Gas Limited until July 31,
2006 when he resigned to focus his attention on his role at Mooncor Energy.
Mr. Cohen is a director of Tower Energy Ltd. (TWR:TSVX), an oil and gas
exploration company. Mr. Cohen has taken the initiative in forming Mooncor
Barry M. Polisuk (Secretary and Director)
Mr. Polisuk holds a LL.B. and LL.L. from the University of Ottawa and a
B.A. (Political Science) from McGill University. Mr. Polisuk was called to the
Ontario bar in 1988. Mr. Polisuk has been with Garfinkle, Biderman LLP since
1995 and became a partner in 1997. Mr. Polisuk is an experienced corporate
commercial and securities partner at the law firm of Garfinkle, Biderman LLP.
He acts for public and private companies, securities dealers and financial
institutions on a number of public and private financings and commercial
John Loh (Director)
Mr. Loh received a B.Sc. in Petroleum Engineering in 1960 from the
University of Oklahoma. After a successful career over a span of 30 years with
two major oil companies where he held various technical and operational
management positions, he founded an engineering and project management
consulting company in 1994. In 2000, he founded PetroGlobe Inc., an E&P
company headquartered in Calgary, Alberta. He elected to take retirement in
November 2006 and currently remains on the board of directors of PetroGlobe
Inc. Mr. Loh has over 46 years of experience in engineering and operations
both onshore and offshore in North America and numerous locations worldwide.
He maintains a private consulting firm, J.L. Associates Ltd.
Nick Tsimidis (Director)
Nick Tsimidis is a chartered accountant and the CFO, Compliance Officer,
and a director and shareholder of First Canadian Capital Markets Limited
("FCCM"), providing the firm with a sound business acumen and effective
financial analysis. His involvement in several large-scale acquisitions and
capital projects domestically and internationally over the years is an
integral asset, as are his proficiencies in deal structuring, corporate
governance and due diligence methodologies. Mr. Tsimidis specializes in
providing strategic corporate finance advisory services and has administered
transactions involving private placements and initial public offerings. Nick
Tsimidis started his career having spent six years with KPMG providing
auditing and assurance services to a wide variety of private and public
companies. Since 1993, Mr. Tsimidis has gained substantial experience as a
director, officer and consultant to numerous public companies. His educational
background includes graduation from the Faculty of Commerce at the University
Business of Mooncor Oil and Gas Corp.
Mooncor (DVD) is a junior oil and gas exploration and production company
based in Calgary. Mooncor (DVD) plans to specialize in the exploration and
development of unconventional gas projects most particularly in the Colorado
shales in western Canada. Mooncor (DVD) also has a CBM project in Alberta and
two conventional oiland gas projects in Alberta. Mooncor (DVD) has drilled 9
wells to date and Mooncor (DVD)'s assets consist of rights to earn working
interests in Mooncor (DVD)'s five separate properties consisting of 263,511
gross acres (126,625 net acres) of petroleum and natural gas Crown leases in
Alberta and Saskatchewan.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
For further information:
For further information: Richard Cohen, Vice-President (Corporate
Development), Mooncor Oil and Gas Corp., Tel: (905) 882-4422,
firstname.lastname@example.org; Nick Tsimidis, Director, Mooncor Oil and Gas Corp., Tel:
(416) 742-5600, email@example.com